03/27/2026 | Press release | Distributed by Public on 03/27/2026 19:03
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Stock Unit | (3) | 10/07/2025(3) | D | 21,598 | (3) | (3) | Common Stock | 21,598 | $ 0 | 0 | D | ||||
| Performance Stock Unit | (3) | 10/07/2025(3) | D | 26,998 | (3) | (3) | Common Stock | 26,998 | $ 0 | 0 | D | ||||
| Stock Option (Right to Buy) | $22.70 | 10/07/2025(4) | A | 11,013 | (4) | 10/07/2035 | Common Stock | 11,013 | $ 0 | 11,013 | D | ||||
| Stock Option (Right to Buy) | $22.70 | 10/07/2025(5) | A | 41,794 | (5) | 10/07/2035 | Common Stock | 41,794 | $ 0 | 41,794 | D | ||||
| Stock Option (Right to Buy) | $34.05 | 10/07/2025(6) | A | 28,271 | (6) | 10/07/2035 | Common Stock | 28,271 | $ 0 | 28,271 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Lehner Les 1221 S. BELT LINE RD., SUITE 500 COPPELL, TX 75019 |
SVP, Chief Development Officer | |||
| Sherri M. Smith, Attorney-in-Fact | 03/27/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | Represents restricted stock units granted to the reporting person under the Dave & Buster's Entertainment, Inc. 2025 Omnibus Incentive Plan (the "Plan"). The restricted stock units will vest in three equal annual installments on each of July 14, 2026, 2027 and 2028. |
| (2) | This Form 4 includes the corrected ownership total in Table I, Column 5. The Form 4 filed by the reporting person on December 23, 2025 understated the ownership total in Table I, Column 5 by 11,013 shares due to an administrative error failing to account for the grant of the restricted stock units described further in Note (1). |
| (3) | Represents the cancellation of the performance-based restricted stock units subject to stock price-based vesting conditions previously granted to the reporting person on October 7, 2022. |
| (4) | Represents stock options granted to the reporting person under the Plan. The shares underlying these stock options will vest and become exercisable in three equal annual installments on each of July 14, 2026, 2027 and 2028. |
| (5) | Represents stock options granted to the reporting person under the Plan. The stock options will become earned upon the first date (the "2X Attainment Date") occurring before February 1, 2028 on which the 60-day trailing volume weighted average closing price ("VWAP") of the shares of common stock, $0.01 par value per share (the "Common Stock"), of Dave & Buster's Entertainment, Inc. (the "Issuer") is greater than or equal to $64.12. After the 2X Attainment Date, the shares underlying these stock options will vest and become exercisable on either the first or the second anniversary of the 2X Attainment Date depending on the Issuer's 60-day trailing VWAP on the first anniversary of the 2X Attainment Date. |
| (6) | Represents stock options granted to the reporting person under the Plan. The stock options will become earned upon the first date (the "3X Attainment Date") occurring before February 1, 2028 on which the 60-day trailing VWAP of the Common Stock is greater than or equal to $96.18. After the 3X Attainment Date, the shares underlying these stock options will vest and become exercisable on either the first or the second anniversary of the 3X Attainment Date depending on the Issuer's 60-day trailing VWAP on the first anniversary of the 3X Attainment Date. |